The split-up means that the distributed company shall be revoked and terminated. Its property and rights and obligations, including the rights and obligations arising from employment relationships are transferred to the new successor companies. The shareholders of the company being divided become shareholders of the successor companies. The split-up can have different forms: the existing company is divided with the establishment of new successor companies created as new legal entities, spin-off merger, in which a portion of the existing company merges with an existing company, there may be even a combination of both forms, or a part of existing company splits from it and continues as a new legal entity.
The distributed company and the acquiring company must have an identical legal form, the law provides exceptions for various forms of commercial companies.
The legal effects of the distribution, i.e. the disappearance of the company being divided and the emergence of new companies arise on the day the division is registered in the Commercial Register.
The forms of distribution provided by the Act on the Transformation of Companies and Cooperatives
a) split, as a result a company or association shall cease and its assets shall be transferred
1. to more emerging companies or cooperatives (hereinafter referred to as "split with the emergence of new companies or cooperatives")
2. to more existing companies or cooperatives (hereinafter referred to as "split by merging"), or
3. a combination of the forms referred to in paragraphs 1 and 2, or
b) spin-off, as a result a company or cooperative does not cease and a portion of its assets shall be transferred
1. to one or more emerging companies or cooperatives (hereinafter referred to as "spin-off with the emergence of new or new companies or cooperatives")
2. to one or more existing companies or cooperatives (hereinafter referred to as "spin-off merger"), or
3. a combination of the forms referred to in paragraphs 1 and 2
Split with the emergence of new companies or cooperatives means splitting with the emergence of new companies or cooperatives and also the creation of new spin-off companies or cooperatives.
Distribution by merging means split merger and also the spin-off merger.
When splitting, a company or a cooperative ceases to exist. The assets of the company or cooperative when splitting including the rights and obligations arising from employment relationship shall be transferred to one or more successor companies or cooperatives. Its members also become partners or members of one or more successor companies or cooperatives.
Spin-off company or cooperative do not expire, but the allocated portion of its assets, including any rights and obligations arising from employment relationships, is transferred to an existing or emerging one or more successor companies or cooperatives by cleavage of the project and the members of the company or cooperative also become shareholders or members of a or more successor companies or cooperatives.
Participating companies or cooperatives
Split with the emergence of new companies or cooperatives: the participating companies are only acquired companies or cooperatives.
Split by merging: the participating companies are both acquired company or cooperative and successor companies or cooperatives.
Spin-off merger: the participating companies or cooperative are both acquired company or cooperative and the acquiring companies or cooperatives.
The legal status of the founder of the successor company or cooperative, or successor companies or cooperatives, in a division with the formation of new companies or cooperatives, has the dissolving company or cooperative.
Do not hestitate to order the split-up of your company online!
